Common use of The Put Options Clause in Contracts

The Put Options. (i) With respect to each of the Put Options, on or before the Distribution Date that is three months prior to the Put Option Exercise Date, the Indenture Trustee (or the Administrator acting on its behalf) shall solicit exercise instructions from the Group I and Group II Controlling Noteholders regarding the Group I and Group II Put Option, respectively. The Indenture Trustee (or the Administrator acting on its behalf) shall provide a description of the Group I or Group II Put Option, as applicable, and copies of such other related documents as it deems advisable, in its sole judgment (or as is reasonably requested by any Noteholder), to assist the applicable Noteholders in determining whether to direct the exercise of the Group I or Group II Put Option, as the case may be. If a majority in interest (based on then respective Outstanding Amounts) of the Group I or Group II Controlling Noteholders direct the Indenture Trustee, in writing, within 5 Business Days of the Put Option Exercise Date, to exercise the Group I or Group II Put Option, as the case may be, then the Indenture Trustee shall exercise the Group I or Group II Put Option, as applicable, on the Put Option Exercise Date, in accordance with the procedures set forth in the Group I or Group II Put Option Agreement, as applicable. (ii) Notwithstanding the provisions of clause (b)(i) above, the Indenture Trustee shall not exercise the Group I or Group II Put Option, as applicable, on the Put Option Exercise Date if it has been advised by the Administrator (in its capacity as calculation agent under the Group I or Group II Put Option Agreement, as applicable), that the related Put Option Exercise Price to be received from the Put Option Provider would be less than the related Minimum Acceptable Put Exercise Option Price (plus all amounts then on deposit in the Group I or Group II Reserve Account, as applicable). (iii) In the event that the Indenture Trustee is not directed by a majority in interest of the Group I or Group II Controlling Noteholders, as applicable, to exercise the Group I or Group II Put Option, respectively, all distributions on the Group I or Group II Notes, respectively, will continue to be made on each succeeding Distribution Date in the manner provided in Section 5.05(c) above, and the provisions of Section 9.01(c) below shall not be applicable. (iv) In the event that the Indenture Trustee is directed to exercise the Group I or Group II Put Option, as the case may be, by a majority in interest of the Group I or Group II Controlling Noteholders, respectively, but is unable to comply with such directions due to the conditions set forth in clause (b)(ii) above being applicable, the Specified Collateral Balance for the Group I or Group II Notes, as applicable, shall be reduced to zero for all subsequent Distribution Dates and distributions on the Group I or Group II Notes, respectively, will continue to be made on each succeeding Distribution Date in the manner provided in Section 5.05(c) above, and the provisions of Section 9.01(c) below shall be applicable.

The Put Options. (ia) With respect TLLP hereby grants to each Stratford the right and option, exercisable by giving notice (a “Put Option Notice”) to TLLP during the Put Option Period, and upon the terms and conditions and in the manner hereinafter provided, to require TLLP to repurchase from Stratford all or any portion of the Stratford Shares held by Stratford at the termination of the Call Option Period and not subject to a valid Call Option Notice for a price of $1.00 per share (as adjusted as provided in Section 1, the “Put OptionsPrice”). (b) TLLP hereby grants to RRGC the right and option, on exercisable by giving a Put Option Notice to TLLP during the Put Option Period, and upon the terms and conditions and in the manner hereinafter provided, to require TLLP to repurchase from RRGC all or before any portion of the Distribution Date that is three months prior RRGC Shares held by RRGC at the termination of the Call Option Period and not subject to a valid Call Option Notice for the Put Price. (c) The obligation of TLLP to pay for any and all Shares subject to the Put Option Exercise Date, the Indenture Trustee (or the Administrator acting on shall be recourse only to TLLP and its behalf) shall solicit exercise instructions from the Group I and Group II Controlling Noteholders regarding the Group I and Group II Put Option, respectively. The Indenture Trustee (or the Administrator acting on its behalf) shall provide a description of the Group I or Group II Put Option, as applicableassets, and copies shall not be recourse to any other person or entity, including without limitation, a director, manager, employee, officer, member or affiliate of such other related documents as it deems advisable, in its sole judgment TLLP (absent fraud or as is reasonably requested willful misconduct). (d) The Put Price payable for Shares by any Noteholder), to assist the applicable Noteholders in determining whether to direct TLLP upon the exercise of the Group I Put Option by either RRGC or Group II Put Option, as Stratford shall be reduced to the case may be. If a majority in interest (based on then respective Outstanding Amounts) extent that the average sales price received by such party for the sale of any Shares from the date of the Group I or Group II Controlling Noteholders direct Heads of Terms through the Indenture Trustee, in writing, within 5 Business Days exercise by such party of the Put Option Exercise Datehas exceeded the Put Price. For the avoidance of doubt, if RRGC or Stratford have sold Shares to exercise a third party for an amount per share in excess of the Group I or Group II Put Option, as the case may bePrice, then the Indenture Trustee shall exercise Put Price paid by TLLP for the Group I or Group II Put Option, as applicable, on Shares subject to the Put Option Exercise DateNotice shall be reduced as provided herein such that the aggregate amount of proceeds to be received by RRGC and/or Stratford for the sale of all the Shares sold by such party (including such party’s Shares subject to the Put Option Notice) shall not exceed $15,000,000, in accordance the aggregate, with the procedures set forth respect to Stratford and $10 million, in the Group I or Group II Put Option Agreementaggregate, as applicablewith respect to RRGC. (iie) Notwithstanding The obligation of TLLP to pay the provisions of clause (b)(i) above, the Indenture Trustee shall not exercise the Group I or Group II Put Option, as applicable, on put price under the Put Option Exercise Date if it has been advised will be secured by a perfected pledge (the Administrator “Pledge”) over the assets of TLLP, including without limitation, the common stock of Teletouch and the membership interests in GPSi, LLC held by TLLP (the “Pledged Shares,” which excludes the Excluded TLLP-Owned Shares (as defined below)), cash, cash equivalents, and any deposit accounts, but excluding for all purposes one million (1,000,000) shares of common stock in its capacity Teletouch (the “Excluded TLLP-Owned Shares”). TLLP shall be entitled to sell the Pledged Shares free of such lien in transactions in which the buyer is an unrelated third party to the extent the proceeds are used to pay Reimbursable Expenses (as calculation agent under the Group I or Group II Put Option Agreementdefined in that certain Pledge and Security Agreement of even date herewith, by and among TLLP, as applicableGrantor, and RRGC and Stratford, collectively as the Secured Parties), that in each case subject to presentation to Stratford and RRGC of invoices or other documentation reasonably sufficient to establish the related Put Option Exercise Price validity of such Reimbursable Expenses. Subject to be received from the Put Option Provider would be less than the related Minimum Acceptable Put Exercise Option Price (plus all amounts then on deposit in the Group I or Group II Reserve Accountreceipt of such invoices and other documentation, as applicable). (iii) In the event that the Indenture Trustee is not directed by Stratford and RRGC shall release such Pledged Shares promptly upon request but only concurrently with a majority in interest sale of the Group I or Group II Controlling Noteholders, as applicable, to exercise the Group I or Group II Put Option, respectively, all distributions on the Group I or Group II Notes, respectively, will continue to be made on each succeeding Distribution Date in the manner provided in Section 5.05(c) above, and the provisions of Section 9.01(c) below shall not be applicablerelevant shares. (iv) In the event that the Indenture Trustee is directed to exercise the Group I or Group II Put Option, as the case may be, by a majority in interest of the Group I or Group II Controlling Noteholders, respectively, but is unable to comply with such directions due to the conditions set forth in clause (b)(ii) above being applicable, the Specified Collateral Balance for the Group I or Group II Notes, as applicable, shall be reduced to zero for all subsequent Distribution Dates and distributions on the Group I or Group II Notes, respectively, will continue to be made on each succeeding Distribution Date in the manner provided in Section 5.05(c) above, and the provisions of Section 9.01(c) below shall be applicable.